Item 1.01. Entry into a Material Definitive Agreement.
Closing of Financing Transaction
On
The Notes (as defined in the SPA) are convertible on the terms stated therein
into shares of common stock,
The foregoing description of the terms and conditions of the SPA is only a
summary and is qualified in its entirety by the full text of the SPA, which was
previously filed as Exhibit 10.1 to the Company's Current Report on Form 8-K
filed with the
The Notes are secured obligations of the Company. Unless earlier converted or
redeemed, the First Closing Notes will mature on the five (5)-year anniversary
of the Closing, and the Second Closing Notes and Third Closing Notes, if issued,
will mature on the five (5)-year anniversary of the Closing. The Notes may not
be pre-paid without the consent of the holder of a Note; provided that the
Company must offer to pre-pay such other holder of a Note on the same terms and
conditions. The Notes accrue interest at a rate equal to the sum of (i) the
greater of (x) the three (3)-month London Interbank Offered Rate (LIBOR) and (y)
two percent (2%), plus (ii) an applicable margin of (1) two percent (2%) on the
outstanding balance of the First Closing Notes and (2) seven percent (7%) on the
outstanding balance of the Second Closing Notes and Third Closing Notes, in each
case payable quarterly on the first business day of each calendar quarter. Prior
to maturity, the holders of the Notes will have the right to convert all or any
portion of their Notes, including any accrued but unpaid interest, into shares
of Common Stock at a conversion price of
The foregoing description of the terms and conditions of the Notes is only a
summary and is qualified in its entirety by the full text of the Notes, the
forms of which were filed as Exhibits 4.1, 4.2 and 4.3, to the Company's Current
Report on Form 8-K filed with the
On
The foregoing description of the terms and conditions of the First Amendment is only a summary and is qualified in its entirety by the full text of the First Amendment, the form of which is filed as Exhibit 10.2, to this Current Report on Form 8-K and is incorporated by reference herein.
In connection with the Closing of the Financing Transaction, the Company and
The foregoing description of the terms and conditions of the Security Agreement is only a summary and is qualified in its entirety by the full text of the Security Agreement, the form of which is filed as Exhibit 10.3, to this Current Report on Form 8-K and is incorporated by reference herein.
Board Observer Agreement
In connection with the Closing of the Financing Transaction, on
Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an
Off-Balance Sheet Arrangement of a Registrant.
The information set forth in Item 1.01 above is incorporated by reference into this Item 2.03.
Item 3.02. Unregistered Sales of
The information set forth in Item 1.01 above is incorporated by reference into this Item 3.02.
In the Financing Transaction, the Company offered and sold its securities to "accredited investors" (as defined by Rule 501 under the Securities Act of 1933, as amended (the "Securities Act")) in reliance upon exemptions from registration under the Securities Act afforded by Section 4(a)(2) thereunder and corresponding provisions of state securities laws. The SPA contains representations to support the Company's reasonable belief that the Investors had access to information concerning the Company's operations and financial condition, the Investors did not acquire the securities with a view to the distribution thereof in the absence of an effective registration statement or an applicable exemption from registration, and that the Investors are accredited investors. The Company relied upon the representations made by the Investors pursuant to the SPA in determining that such exemptions were available.
Item 7.01. Regulation FD Disclosure.
On
The information in Item 7.01 of this Current Report on Form 8-K, as well as Exhibit 99.1 attached hereto, shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), nor shall it be deemed incorporated by reference in any filing under the Securities Act, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits. Exhibit No. Description 4.1 Form of Senior Secured Convertible Note (First Closing) . 4.2 Form of Senior Secured Convertible Note (Second Closing) . 4.3 Form of Senior Secured Convertible Note (Third Closing). 4.4 Fourth Omnibus Amendment to the Junior Secured Promissory Notes Due 2020, datedJanuary 27, 2020 . 10.1 Securities Purchase Agreement, datedJanuary 11, 2020 , by and amongMRI Interventions, Inc. , each investor identified on the signature pages thereto, andPetrichor Opportunities Fund I LP , as collateral agent. 10.2 First Omnibus Amendment to Securities Purchase Agreement and Senior Secured Promissory Notes, datedJanuary 29, 2020 , by and amongMRI Interventions, Inc. , PTC Therapeutics, Inc., andPetrichor Opportunities Fund I LP . 10.3 Security Agreement, datedJanuary 29, 2020 , by and between MRIInterventions, Inc. andPetrichor Opportunities Fund I LP , in its capacity as collateral agent . 10.4 Board Observer Agreement, datedJanuary 29, 2020 , by and betweenMRI Interventions, Inc. andPetrichor Opportunities Fund I LP . 10.5 Fourth Amendment to Junior Security Agreement, datedJanuary 27, 2020 , by and betweenMRI Interventions, Inc. and Landmark Community Bank, in its capacity as collateral agent. 99.1 Press Release, datedJanuary 29, 2020 .
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